Order: In the Matter of Global RESP Corporation and Global Growth Assets Inc.

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5 AS AMENDED

- AND -

IN THE MATTER OF
GLOBAL RESP CORPORATION AND
GLOBAL GROWTH ASSETS INC.

ORDER
(Subsection 127(1))

    WHEREAS on July 26, 2012, the Ontario Securities Commission (“the “Commission”) ordered pursuant to subsections 127(1) and (5) that the terms and conditions (“Terms and Conditions”) set out in schedules “A” and “B” of the Commission order be imposed on Global RESP Corporation (“Global RESP”) and Global Growth Assets Inc. (“GGAI”) (the “Temporary Order”);

    AND WHEREAS on August 10, 2012, the Commission extended the Temporary Order against Global RESP and GGAI until such further Order of the Commission and adjourned the hearing until November 8, 2012;

    AND WHEREAS the Terms and Conditions required Global RESP and GGAI to retain a consultant (the “Consultant”) to prepare and assist them in implementing plans to strengthen their compliance systems and require Global RESP to retain a monitor (the “Monitor”) to contact all new clients as defined and set out in the Terms and Conditions;

    AND WHEREAS Global RESP retained Sutton Boyce Gilkes Regulatory Consulting Group Inc. as its Consultant and Monitor;

    AND WHEREAS Global RESP brought a motion on November 2, 2012, to vary the Terms and Conditions imposed on Global RESP on July 26, 2012;

    AND WHEREAS on November 7, 2012, the Commission ordered that: (i) paragraphs 5, 6 and 7 of the Terms and Conditions shall be deleted and replaced with new terms; (ii) the hearing shall be adjourned to December 13, 2012 at 10:00 a.m.; and (iii) the appearance date on November 8, 2012 shall be vacated;

    AND WHEREAS on December 13, 2012, Staff filed the Affidavit of Lina Creta sworn December 13, 2012 and counsel for Global RESP and GGAI filed the Affidavit of Clarke Tedesco sworn December 12, 2012, updating the Commission on the work completed to date by the Monitor and the Consultant and the Commission adjourned the hearing to January 14, 2013 at 9:00 a.m.;

    AND WHEREAS on January 14, 2013, Staff filed the Affidavit of Lina Creta sworn January 11, 2013, updating the Commission on Staff’s dealings with the Monitor and the Consultant and counsel for Global RESP and GGAI filed the affidavits of Clarke Tedesco sworn January 11 and 14, 2013 updating the Commission on the work completed by the Monitor;

    AND WHEREAS Staff and counsel for Global RESP and GGAI have advised that the Consultant and Staff continue to work toward finalizing the plans, which have yet to be approved;

    AND WHEREAS counsel for Global RESP and GGAI has advised that Global RESP and GGAI consent to this Order;

    AND WHEREAS the Commission considers that it is in the public interest to make this Order;

    IT IS HEREBY ORDERED pursuant to section 127 of the Act that the hearing is adjourned to February 6, 2013 at 11:00 a.m.

DATED at Toronto this 22^nd day of January, 2013.